TERMS AND CONDITIONS FOR ONLINE SALES OF FOOD PRODUCTS

THE INFORMATION CONTAINED HEREIN SETS FORTH YOUR RIGHTS AND OBLIGATIONS WITH RESPECT TO THE TRANSACTION(S) CONTEMPLATED FOR HEREBY. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THESE TERMS REQUIRE THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES AND LIMIT CASE CONSOLIDATIONS AND CLASS ACTIONS. PLEASE REVIEW THIS DOCUMENT IN ITS ENTIRETY BEFORE ENTERING INTO ANY TRANSACTION HEREUNDER IN ORDER TO CONFIRM YOUR ACCEPTANCE HEREOF. THESE TERMS ALSO CONTAIN IMPORTANT INFORMATION REGARDING FOOD SAFETY, ALLERGENS, AND THE PROPER STORAGE AND HANDLING OF PERISHABLE PRODUCTS, WHICH YOU SHOULD REVIEW CAREFULLY. YOU MAY NOT ORDER OR OBTAIN PRODUCTS OR SERVICES FROM THIS WEBSITE UNLESS AND UNTIL YOU: (A) AGREE TO THESE TERMS AND CONDITIONS IN THEIR ENTIRETY; (B) ARE AT LEAST THE AGE OF MAJORITY IN YOUR JURISDICTION; (C) HAVE THE LEGAL AUTHORITY TO BIND THE ORGANIZATION THAT YOU REPRESENT, IF ANY, TO THESE TERMS AND CONDITIONS; (D) ARE NOT PROHIBITED FROM ACCESSING OR USING THIS WEBSITE OR ANY OF THIS WEBSITE'S CONTENTS, GOODS, OR SERVICES BY ANY APPLICABLE LAW, RULE, OR REGULATION.

1.         Applicability of Terms and Conditions.

These terms and conditions (the "Terms") shall apply to your purchase of food products and related goods through [https://el-gordo-latin-market.myshopify.com] (the "Site"). These Terms are subject to change at any time without prior written notice by El Gordo Latin Market Ltd. (referred to herein as either "Company," "we," "us," or "our"). The most recent version of these Terms shall be posted for your review at any time on the Site. Please review these Terms in their entirety prior to engaging in any transaction on the Site. Your submission of an order after being presented with updated Terms and affirmatively accepting them shall constitute your acceptance of and agreement to any changes therein made. Updated Terms apply only prospectively and do not amend any order accepted by us before the effective date of the updated Terms unless you expressly agree otherwise.

2.         Online Orders.

When placing an order on our Site, you are effectively offering to purchase whatever food products and goods you select. We reserve the right to accept or reject any order in our own discretion, including where an item has become unavailable, has reached the end of its shelf life prior to shipment, or otherwise cannot be fulfilled in a condition suitable for sale. We will only accept or reject an order in its entirety. Should we elect to accept your offer, you will receive a confirming e-mail at the e-mail address that you provide at such time. Notwithstanding, we reserve the right to cancel any order once accepted by us (as evidenced by a confirming e-mail) at any time in our sole discretion. Additionally, you have the option of cancelling your order (in its entirety only) at any time prior to our having sent to you the confirming e-mail referenced herein.

3.         Payment Terms.

All applicable prices are set forth alongside the food products and services offered on the Site. Such prices are subject to change at any time by us in our sole discretion. You will be responsible for the prices stated at the time of your transaction, as well as any: (i) applicable goods and services tax, harmonized sales tax, Quebec sales tax, provincial sales tax, retail sales tax and other taxes, duties or government-imposed charges; and (ii) shipping, handling, and any applicable cold-chain or temperature-controlled packaging charges. Payment may only be made with a valid credit, debit card, or use of a bona fide electronic payment provider Moneris and BMO (i.e., PayPal, Moneris, BMO). By using any such card or payment provider, you are hereby representing and warranting your full right and authority to make such purchase in the manner elected without violating any applicable law, rule, or regulation. Before you submit an order, we will disclose the total price payable for the order, including all fixed mandatory charges and fees other than amounts imposed by a federal, provincial, territorial or other governmental authority.

4.         Shipping Information.

It is our responsibility to ship your accepted order to you at the address you provide when making the order. You will be responsible for all associated shipping & handling charges, including any charges associated with insulated, refrigerated, or otherwise temperature-controlled packaging reasonably required for the products ordered. While we agree to use reasonable efforts to meet the shipping and delivery dates provided online, we shall not be responsible for any delays in shipments, including delays caused by carriers, weather, or other circumstances beyond our reasonable control. Because certain products may be perishable or time- and temperature-sensitive, you agree to: (i) ensure that someone is available to receive delivery promptly at the address provided; and (ii) inspect all shipments immediately upon receipt and promptly refrigerate, freeze, or otherwise store the products in accordance with the storage instructions provided on the packaging or the Site. We are not responsible for spoilage, degradation, or loss of quality resulting from delayed acceptance of delivery, incorrect delivery information provided by you, or your failure to promptly and properly store the products upon receipt.

5.         Returns.

Because many of the food products offered on the Site are perishable, temperature-sensitive, or otherwise unsuitable for resale once shipped, most food products are not eligible for return once delivered, except as expressly provided in this Section 5 or as required by applicable law. If you receive an item that is damaged, spoiled upon arrival, incorrect, or does not otherwise conform to your order, you must notify us within [forty-eight (48)] hours of delivery in the manner set forth in the return procedure available at www.elgordolatinmarket.ca, and, where reasonably possible, provide photographic evidence of the condition of the item. Subject to our verification, we will, at our discretion, replace the item, issue a refund, or issue a credit for the affected item(s). Unopened, non-perishable, shelf-stable items in their original, unopened packaging may be returned for a full refund provided: (i) the item(s) were not designated as non-returnable; (ii) your return is made within ten (10) days of delivery; and (iii) the packaging and product are unopened, unused, and in the same condition as originally received by you. For food safety reasons, we cannot accept returns of any perishable, refrigerated, frozen, or opened products, or of any product once it has left our temperature-controlled custody, except where the item was damaged, spoiled, incorrect, or otherwise non-conforming at the time of delivery. Once eligible returned goods are received by us, we will refund your purchase price, less the original shipping & handling charges and a 20% restocking fee. You bear the risk of loss or damage during shipment of a return (other than when returning non-conforming merchandise pursuant to this Section) and as such, you are advised to obtain appropriate insurance and to ship any authorized return using packaging and, where applicable, cold-chain methods sufficient to preserve the product in transit. Your refund will be credited back to the same payment method used to make the applicable purchase.

6.         Product Information; Allergens; Storage and Handling.

Product descriptions, ingredient lists, nutritional information, and allergen statements displayed on the Site are provided to us by, or compiled based on information supplied by, the makers and suppliers of the applicable products. While we make reasonable efforts to ensure that such information is accurately reproduced on the Site, we do not independently verify, test, or certify the ingredients, allergen content, or nutritional composition of any product, and formulations, packaging, and labeling may change from time to time without notice. You are solely responsible for reviewing the packaging, label, and any accompanying documentation of each product upon receipt - and not solely the information presented on the Site - before consuming or distributing it, particularly if you, or any person for whom you are purchasing, has a food allergy, intolerance, sensitivity, or dietary restriction of any kind. If you have any questions about a specific product’s ingredients or allergen content, you should contact us prior to placing your order. Upon delivery, you are responsible for promptly storing all products in accordance with any storage instructions provided (including refrigeration, freezing, or other temperature or handling requirements) and for observing any "best by," "use by," or expiration dates indicated on the packaging. We are not responsible for any illness, injury, allergic reaction, or other loss arising from your failure to review product labeling, to follow applicable storage or handling instructions, or to observe any date restrictions indicated on the packaging.

7.         Privacy Policy and Website Terms of Use.

Please review our Privacy Policy and Website Terms of Use. The Privacy Policy governs our processing of all personal information that we may collect from any person through the use of our Site, including the categories of personal information collected, the purposes for collection, use and disclosure, the categories of third parties to whom personal information may be disclosed, the privacy risks and consequences that should be brought to the individual’s attention, available privacy choices and withdrawals of consent, and contact information for privacy inquiries or complaints. The Website Terms of Use governs your use of our Site in general.

8.         Representations & Warranties (“R&Ws”); Disclaimers; Limitations on Liability.

(a)  Buyer’s R&Ws. You represent and warrant to us as follows: (i) that you have the right to enter any transaction contemplated for hereby without violating these Terms, any applicable law, rule, or regulation, and/or any agreement with, or rights of, any third party; (ii) that you will use the food products and goods provided hereunder exactly as authorized and in accordance with all applicable food safety, storage, and handling instructions, and never in any way that would violate any applicable law or third party right of any kind; (iii) that, prior to consuming any product, you (and, where applicable, any personnel or downstream recipients under your control) will review the product’s packaging, ingredient list, allergen statement, and any date restrictions; and (iv) that you are buying the goods or services from the Site for solely your own use, and not for resale and/or export, except to the extent expressly authorized by us in writing.

(b)  Food Producer/Supplier Warranty and Company’s Disclaimers. We do not produce, prepare, manufacture, or grow (nor do we direct the production, preparation, manufacture, or growing of) any of the food products offered on our Site. The availability on our Site of any product does not constitute an affiliation with or endorsement of that product or its producer or supplier. As such, subject to applicable law, we are providing the products and goods to you “as is” without express or implied warranties of any kind (including without limitation any: (i) warranty of merchantable quality; (ii) warranty of fitness for a particular purpose; (iii) warranty of title; or (iv) warranty against infringement of intellectual property rights of a third party, whether express or implied by law, course of dealing, course of performance, usage or trade, or otherwise). Products are, however, covered by any applicable warranty of the producer or supplier as detailed in the product’s description on our Site or included with the delivery of the product. You can avail yourself of any such producer or supplier warranty by following the instructions provided with it. You acknowledge and agree that, to the maximum extent permitted by applicable law, we shall not be liable for any breach of a producer’s or supplier’s warranty claims and/or for any loss or damages that may arise out of a producer’s or supplier’s failure to honour its warranty obligations to you. Nothing in this Section 8(b) is intended to limit any right or remedy that applicable food safety or consumer protection law makes non-waivable.

(c)  Liability Cap. SUBJECT TO APPLICABLE LAW, UNDER NO CIRCUMSTANCES WILL COMPANY’S OBLIGATION OR LIABILITY UNDER THIS AGREEMENT EXCEED THE PURCHASE PRICE YOU PAID ON THE SITE FOR ANY GOODS OR SERVICES, EXCEPT TO THE EXTENT LIABILITY CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW, INCLUDING LIABILITY FOR INTENTIONAL FAULT, GROSS FAULT, FRAUD, WILFUL MISCONDUCT, BODILY INJURY OR MORAL INJURY. ADDITIONALLY, SUBJECT TO APPLICABLE LAW, UNDER NO CIRCUMSTANCES WILL WE BE LIABLE FOR ANY LOSS OF USE, DATA, BUSINESS, GOODWILL, REPUTATION, OR REVENUE, AND/OR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES OR OTHER DIRECT OR INDIRECT LOSSES OF ANY KIND.

9.         Third Party Beneficiaries.

These Terms are for your sole benefit and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of these Terms.

10.       Force Majeure.

Company shall not be held responsible for delays or non-performance caused by activities or factors beyond its reasonable control, including without limitation, war, weather, strikes, floods, lockouts, fires, acts of God, terrorism, pandemics, crop failures or shortages, disruptions to cold-chain or transportation infrastructure, and/or delivery, vendor, supplier, producer, or other third party delays, non-performance, or failures of any kind.

11.       Assignment.

Company may assign or otherwise transfer any or all of its rights or obligations hereunder, in whole or in part, to any third party in its sole discretion. You may not assign any of your rights or delegate any of your duties hereunder at any time without our prior written consent in each instance, and any attempt to do so shall be null and void.

12.       Partial Invalidity.

In the event that any part or portion of these Terms is deemed to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect.

13.       Governing Law/Binding Arbitration.

(a)  Governing Law. These Terms shall be governed by the laws of British Columbia, Canada. without regard to its conflict of laws principles.

(b)  Binding Arbitration. Subject to Section 13(c) below and all applicable laws, including any non-waivable statutory rights, you are agreeing to give up, only to the extent enforceable: (i) your right to litigate in court any claims that may lawfully be submitted to arbitration; and (ii) your right to consolidate any claim and/or participate in any class-action claim that may lawfully be waived. Instead, any claim, dispute, or controversy of any kind or nature arising hereunder which cannot be amicably resolved by us shall be solely and finally settled by arbitration administered by an applicable arbitral institution, at the discretion of the Company, in accordance with its commercial arbitration rules. Judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The arbitration shall take place before arbitrators sitting in British Columbia. The language of the arbitration shall be English. The arbitrators will be bound to adjudicate all disputes in accordance with the laws of British Columbia. The decision of the arbitrator(s) shall be in writing with written findings of fact and shall be final and binding on the parties. Company shall bear all of its own costs, as well as your reasonable outside attorneys’ fees, actually incurred in connection with any such arbitration proceedings; provided, however, that if we are the prevailing party, we shall be entitled to reimbursement for those amounts that were expended on your behalf. With respect to any arbitration hereunder, as stated above, you hereby expressly waive any right to consolidate any claim and/or participate in any class-action claim of any kind or nature. This Section 13 provides your sole recourse for the settlement of any disputes arising out of, in connection with, or related to these Terms, except for any claim or remedy that cannot lawfully be submitted to arbitration or waived, any application to enforce or set aside an arbitral award, or any request for urgent interim, injunctive or equitable relief from a court of competent jurisdiction. If any provision of this clause is found unenforceable, such unenforceable provision will be removed and the remaining terms will be enforced.

(c)  Small-Claims Option. Notwithstanding the foregoing, you may elect to pursue a breach of warranty claim in small-claims court rather than submit to binding arbitration, but only if you provide us with written notice of your desire to do so within 10 days of your purchase transaction. Any small-claims court proceeding initiated hereunder will be limited solely to your individual dispute; i.e., you are not permitted to file, or participate in, a class action suit in small-claims court with respect to these Terms.

14.       No Waivers.

Our failure to enforce any of our rights hereunder will not constitute a waiver of our right to make such enforcement in the future, subject to applicable law.

15.       Notices.

We may provide notices hereunder to you by: (i) e-mail; (ii) regular mail; or (iii) posting them on the Site, including for purposes of any product recall, safety alert, or allergen notice affecting a product you have purchased. You shall be responsible for ensuring that you have provided us with your current e-mail and mailing addresses. You can contact us at any time by any of the following means: (i) facsimile, at: 236-268-0646 or (ii) personal delivery, overnight courier, or registered or certified mail to: info@elgordolatinmarket.ca

16.       Entire Agreement.

These Terms, along with the confirmation e-mail referenced in Section 2 above, any instructions that we provide you with relating to any product or service you obtain from us through the Site (including without limitation any storage, handling, or safe-use instructions), and our Site’s “Terms of Use” and “Privacy Policy” shall, collectively, be deemed a final and integrated agreement between you and us with respect to the subject matter hereof.